EXCLUSIVE LICENSE AGREEMENT


                  EXCLUSIVE LICENSE AGREEMENT,  effective as of August 20, 1998,
is by and between TLC THE LASER  CENTER  PATENTS  INC.,  a Canadian  corporation
having an address of 5600  Explorer  Drive,  Suite  301,  Mississauga,  Ontario,
Canada (hereinafter referred to as "TLC") and LASERSIGHT  TECHNOLOGIES,  INC., a
Delaware corporation, having an address of 3300 University Boulevard, Suite 140,
Orlando, Florida 32792 (hereinafter referred to as "LASERSIGHT")

                                   BACKGROUND:

     A. TLC owns certain rights in a patent related to ophthalmological surgery;
and
     B.  LASERSIGHT  desires to acquire,  and TLC desires to grant, an exclusive
license to all rights in the aforementioned patent.

                      The parties hereto agree as follows:

ARTICLE I. DEFINITIONS
           -----------
                  As used above and throughout this Exclusive License Agreement,
the definitions of the following terms have the meanings set forth below:

            (a)   "Affiliated   Company"   shall   mean  any  person  or  entity
controlling,  controlled  by or under common  control with another  person.  For
purposes of this definition, "control" (including, with correlative meaning, the
terms  "controlled by" and "under common control with"), as used with respect to
any person or entity, shall mean the possession,  directly or indirectly, of the
power to direct and cause the direction of the  management  and policies of such
person or entity, whether through the ownership of voting securities, by
contract or otherwise.

            (b) "Agreement" shall mean this Exclusive License Agreement.

            (c)  "Effective  Date"  shall  mean the date set  forth in the first
paragraph of this Agreement.

            (d)  "LASERSIGHT  Patents"  shall  mean  those  patents  and  patent
applications  listed in Exhibit A attached  hereto  together  with all reissues,
reexaminations,  divisions,  continuations,   continuations-in-part,   renewals,
extensions of, and additions thereto.

            (e)  "Licensed   Patents"   shall  mean  those  patents  and  patent
applications  listed in Exhibit B attached  hereto  together  with all reissues,
reexaminations,  divisions,  continuations,   continuations-in-part,   renewals,
extensions of, and additions  thereto and any patent obtained in a country other
than the United States that is based on an  application  that claims a priority,
in whole or in part, based on the filing date of U.S. Patent No. 5,630,810.

            (f)  "Licensed  Procedure"  shall mean any method or procedure  that
would, except for this Agreement, infringe a claim in a Licensed Patent.

            (g) "Licensed  Product"  shall mean any apparatus that is capable of
performing  a Licensed  Procedure  and that  would,  except for this  Agreement,
infringe a claim in a Licensed  Patent,  either directly or  contributorily,  or
which  would  induce  infringement  of a  Licensed  Patent,  and all  additional
apparatus  which is  associated  therewith  wherein the sale of such  additional
apparatus is normally anticipated with the sale of the Licensed Product.
<PAGE>

            (h) "Net Recovery" shall mean the excess of all amounts  received by
LASERSIGHT  pursuant  to an action  for  infringement  of the  Licensed  Patents
against an  unrelated  third  party over the sum of (a) all direct and  indirect
costs  and  expenses   incurred  by   LASERSIGHT  to  recover  the  damages  for
infringement of the Licensed  Patents,  plus (b) all litigation,  arbitration or
other dispute  resolution costs and expenses,  including  attorney fees,  expert
fees and court  related  expenses  incurred by  LASERSIGHT  in  connection  with
pursuing the recovery of damages for infringement of the Licensed Patents.

            (i) "Net Royalties" shall mean the excess of all royalties  received
by a licensor pursuant to a license agreement over the sum of (a) all direct and
indirect  costs and expenses  incurred by the licensor  following  the Effective
Date to obtain,  maintain  or  enforce  the  applicable  patent,  plus,  (b) all
litigation,   arbitration  or  other  dispute  resolution  costs  and  expenses,
including  attorney fees, expert fees and court related expenses incurred by the
licensor  following the Effective Date in connection with the enforcement of the
applicable  patent,  plus, (c) all taxes withheld on such royalties plus (d) all
fees  payable  to  licensing  agents in  connection  with the  licensing  of the
applicable patent, plus, (e) all direct and indirect costs and expenses incurred
in connection  with the licensing of the  applicable  patent,  including but not
limited to costs of any licensing  program,  fees and expenses of consultants or
other  professionals,  and salary and related expenses of employees  involved in
licensing or marketing the applicable  patent.  In determining the amount of Net
Royalties under this Agreement,  LASERSIGHT shall not deduct its internal salary
and benefit  expenses  incurred  to pay its own  employees  to the extent  those
expenses  exceed 2% of the  aggregate  gross  royalties  received by  LASERSIGHT
during any applicable period. 


ARTICLE II. WARRANTY
            --------
      2.01.  TLC warrants that it is the sole owner of the entire  right,  title
and  interest in the  Licensed  Patents,  free and clear of all liens,  security
interests, charges, encumbrances,  equities and other adverse claims, and it has
the  unencumbered  right to grant the exclusive  license to the Licensed Patents
provided in this Agreement to LASERSIGHT.

      2.02. TLC warrants that it has not  previously  granted and will not grant
any rights to any third party that are  inconsistent  with the rights granted to
LASERSIGHT herein and that TLC has full power, right and authority to enter into
and carry out its obligations under this Agreement.

      2.03.  TLC  warrants  that,  except for  situations  where  public  policy
considerations  in a country may limit the  enforceability  of patent claims for
medical  procedures,  it is not  aware  of any  reason  why any of the  Licensed
Patents is invalid or unenforceable and it has disclosed to  representatives  of
LASERSIGHT  each  assertion by another person at any time prior to the execution
of this Agreement that any of the Licensed Patents is invalid,  unenforceable or
not infringed.

      2.04. TLC warrants that it has taken all  reasonable and customary  action
to maintain and protect the Licensed Patents and that all fees to maintain TLC's
rights in the Licensed Patents,  including without limitation,  registration and
prosecution fees and all professional fees in connection therewith pertaining to
the Licensed Patents, have been paid.
<PAGE>

      2.05. With respect to each of Licensed Patents, TLC warrants that:

            (a) the Licensed Patent is not, nor has it ever been, subject to any
injunction, judgment, order, decree, ruling or charge; and

            (b) to the knowledge of TLC and each of its employees or agents with
responsibility for intellectual  property matters, no action, suit,  proceeding,
hearing,  investigation,  charge, complaint,  claim or demand (collectively,  an
"Action")  is or ever has been pending or is  threatened  which  challenges  the
legality, validity, enforceability, or ownership of the Licensed Patent; and

            (c) to the  knowledge  of TLC and each of its  employees  and agents
with responsibility for intellectual property matters, there is no basis for any
such  Action  and TLC  has  received  no  notice  asserting  that  any  proposed
development,  manufacturing,  use,  sale,  license or  disposition  of  products
covered  by the  Licensed  Patent or any  performance  of a  Licensed  Procedure
infringes or would infringe the rights of any other party, and

            (d) to the  knowledge  of TLC and each of its  employees  and agents
with  responsibility  for intellectual  property  matters,  no person has made a
written   or  oral   assertion   that   challenges   the   legality,   validity,
enforceability,   or  ownership  of  the  Licensed  Patent  during  any  license
negotiation or otherwise.

      2.06.  TLC warrants  that it has full power,  right and authority to enter
into and carry out its obligations  under this Agreement and that this Agreement
constitutes  the valid and legally  binding  obligation of TLC,  enforceable  in
accordance with its terms and conditions.

      2.07.  TLC  warrants  that  prior  to the  date of the  execution  of this
Agreement,  no license,  agreement or other  permission  has been granted to any
third party with respect to the Licensed Patents.

      2.08.  TLC warrants that the execution and delivery of this  Agreement and
the licensing of the Licensed Patents pursuant to this Agreement by TLC does not
and will not (i) conflict with or violate any law, rule or  regulation,  or (ii)
result in the creation of any lien or other  encumbrance  on any of the Licensed
Patents or result in any material breach of or constitute a material default (or
event  which  with  notice or lapse of time,  or both,  would  become a material
default)  under  any  agreement  or other  instrument  related  to the  Licensed
Patents.

      2.09.  LASERSIGHT  warrants that it has full power, right and authority to
enter  into and carry out its  obligations  under this  Agreement  and that this
Agreement  constitutes the valid and legally binding  obligations of LASERSIGHT,
enforceable in accordance with its terms and conditions.
<PAGE>

ARTICLE III. DISCLOSURE
             ----------

      3.01.  The parties  understand and agree that no license or other right is
granted  herein  to  either  party,  directly  or by  implication,  estoppel  or
otherwise,  with  respect  to any trade  secrets or  know-how,  and that no such
license or other right shall arise from the  consummation  of this  Agreement or
from any acts,  statements or dealings leading to such  consummation.  Except as
specifically provided herein,  neither party is required hereunder to furnish or
to disclose to the other any technical or other information.

ARTICLE IV. CONFIDENTIALITY
            ---------------  
      4.01.  LASERSIGHT  and TLC realize that some  information  received by one
party from the other  pursuant  to this  Agreement  may be  confidential.  It is
therefore agreed that any information  received by one party from the other, and
clearly designated in writing as  "CONFIDENTIAL",  shall not be disclosed by the
receiving  party to any third party and shall not be used by the receiving party
for purposes  other than those  contemplated  by this  Agreement for a period of
three (3) years  from the date this  Agreement  is  terminated  for any  reason,
unless or until:

            (a) such information shall become publicly known through no fault of
the receiving party, or

            (b) such information was already in the receiving party's possession
by lawful means prior to the  disclosure  of such  information  to the receiving
party, or

            (c)  such  information  shall  be  subsequently   disclosed  to  the
receiving   party  by  a  third  party  who  is  not  under  any  obligation  of
confidentiality   to  the  disclosing   party,   or  (d)  such   information  is
independently  developed by the receiving  party, or (e) the receiving party has
been advised by its counsel that disclosure is
required by applicable law.

      4.02. It is to be  understood  that  specific  information  which has been
disclosed  to the  receiving  party shall not be deemed to be  available  to the
public or in the  receiving  party's  prior  possession  merely  because  it was
embraced by more  general  information  available  to the public or in the prior
possession of the receiving party.

ARTICLE V. GRANT OF LICENSE TO LASERSIGHT IN THE LICENSED FIELD
           ----------------------------------------------------

      5.01. TLC grants to LASERSIGHT  and its Affiliated  Companies an exclusive
license under the Licensed Patents to:

            (a) make, have made, import, use, lease, offer to sell, sell, and/or
otherwise dispose of Licensed Products;

            (b) perform and/or have performed Licensed Procedures;

            (c)  enforce  the  Licensed  Patents  including  but not limited to,
initiating legal proceedings against unrelated third parties for infringement of
the Licensed Patents; and

            (d) recover  damages for  infringement  of the  Licensed  Patents by
unrelated third parties occurring before or after the Effective Date.
<PAGE>

      5.02. TLC further  grants to LASERSIGHT  and its Affiliated  Companies the
right to  sublicense to unrelated  third  parties  under the  exclusive  license
granted hereunder.  The granting of sublicenses by LASERSIGHT and its Affiliated
Companies shall be at the discretion of LASERSIGHT and its Affiliated  Companies
and they  shall  have  the  sole  power  to  determine  whether  or not to grant
sublicenses,  the identity of the  sublicensee,  and the terms and conditions of
such sublicenses.

      5.03.  TLC grants to the users of Licensed  Products  leased,  sold and/or
otherwise  transferred  by  LASERSIGHT,   its  Affiliated  Companies  and  their
sublicensees  an  immunity  from  suit  under  the  Licensed   Patents  for  the
performance  of  Licensed  Procedures  which  involve  the  use of the  Licensed
Products.

ARTICLE VI.  CONSIDERATION
             -------------

      6.01.  In  consideration  for the rights  granted  under Article V of this
Agreement,  LASERSIGHT shall pay to TLC an amount equal to the product of twenty
percent (20%) times the sum of (A) the aggregate Net Royalties  received  during
the term of this  Agreement by LASERSIGHT or its  Affiliated  Companies from any
present  or future  licensee  under any of the  LASERSIGHT  Patents  (listed  in
Exhibit  A) or  the  Licensed  Patents  payable  on  sales  made  or  procedures
undertaken  during  the term of this  Agreement,  plus,  (B) the  aggregate  Net
Royalties  received  during  the term of this  Agreement  by  LASERSIGHT  or its
Affiliated  Companies  from any present or future  licensee  under United States
Patent No.  4,784,135 or United States Patent No.  4,925,523  (collectively  the
"Blum/Brarren  Patents") in excess of Two Million Five Hundred  Thousand Dollars
($2,500,000) during any year beginning on the Effective Date or each anniversary
of the Effective Date, plus, (C) the aggregate Net Royalties received during the
term of this  Agreement  by  LASERSIGHT  or its  Affiliated  Companies  from any
present or future  licensee under any patent issued  subsequent to the Effective
Date of this  Agreement  that is invented or acquired by  LASERSIGHT in order to
replace the inventions claimed in the LASERSIGHT Patents or the Licensed Patents
("Replacement  Patents")  payable on sales made or procedures  undertaken during
the Term of this  Agreement,  plus,  (D) the aggregate  Net  Royalties  received
during the Term of this Agreement by LASERSIGHT, its Affiliated Companies or any
successor to  LASERSIGHT  or its  Affiliated  Companies  pursuant to a currently
existing patent license between Summit  Technology,  Inc. and TLC, plus, (E) the
Net Recovery of damages received during the Term of this Agreement by LASERSIGHT
pursuant to any action based on infringement  (including  infringement  prior to
the Effective Date) of the Licensed  Patents  brought by LASERSIGHT  pursuant to
Section 5.01 (c) or (d).

      6.02.  LASERSIGHT  shall pay all amounts due  hereunder  in United  States
dollars.  All amounts due for an accounting  period computed in other currencies
shall be converted  into United  States  dollars at the  exchange  rate for bank
transfers  from such  currency  to United  States  dollars as quoted by the head
office of Citibank  N.A.,  New York,  at the close of banking on the last day of
such accounting period (or the business day thereafter if such last day shall be
a non-business day).

<PAGE>

      6.03.  A  semiannual  accounting  period shall end on the last day of each
June and  December  during the term of this  Agreement.  Within  sixty (60) days
after the end of each such  period,  LASERSIGHT  shall  furnish to TLC a written
report containing the information  specified in Section 6.04 below and shall pay
to TLC all unpaid amounts accrued hereunder to the end of each such period.

      6.04.  LASERSIGHT  shall keep records in  sufficient  detail to permit the
determination of amounts payable hereunder and at the request and expense of TLC
will  permit  an  independent  auditor  selected  by TLC,  or any  other  person
acceptable to both TLC and LASERSIGHT to examine, during ordinary business hours
once in each calendar year,  such records and other materials as may be required
by the  auditor  or other  person to verify or  determine  the  amounts  paid or
payable under this  Agreement.  Such auditor or other person shall be instructed
to report to TLC only the amount due and payable.  If no request for examination
of such records and materials for a particular  semiannual accounting period has
been made by TLC within two (2) years after the end of said period, the right to
examine such records and materials for said period,  and the  obligation to keep
such  records  and  materials  for said period  shall  terminate.  

ARTICLE  VII.  TREATMENT  OF LICENSE  RIGHTS UNDER  BANKRUPTCY  CODE;  BREACH OF
AGREEMENT      -----------------------------------------------------------------
---------

      7.01. All rights and licenses granted under this Agreement by either party
to the other including the license  itself,  are, for purposes of section 365 of
the Bankruptcy Code,  licenses to  "intellectual  property" as defined under the
Bankruptcy  Code.  The  parties  agree that both  parties  shall  retain and may
exercise  any of  their  rights  under  the  Bankruptcy  Code in the  event of a
bankruptcy filing by or against LASERSIGHT or TLC, as the case may be.

      7.02. If either party is in breach of any obligation hereunder (other than
an obligation under Article IV), the nonbreaching party shall be entitled solely
to money  damages  plus costs of  recovery  and  collection  (including  but not
limited to  attorney  fees) plus  interest  at the rate of 8% per annum from the
date such  payment was due and  payable  until  paid.  Except with  respect to a
breach under Article IV, both parties  expressly waive all rights for injunctive
and other  equitable  relief,  including but not limited to the right to bring a
claim for patent infringement.


ARTICLE VIII. PATENT MAINTENANCE
              ------------------  
      8.01.  TLC  shall be  obligated  to pay all fees and  costs  necessary  to
maintain  the  Licensed  Patents for the  respective  full term of the  Licensed
Patents; provided however,  LASERSIGHT shall monitor the payment of all fees and
costs related to the Licensed  Patents and shall  advance on TLC's  behalf,  all
such fees and costs,  which  aggregate  amount  advanced by LASERSIGHT  shall be
deducted  from the amounts due to TLC under  Article VI. If TLC is  unwilling at
any time to  reimburse  LASERSIGHT  fully  for all fees and  costs  advanced  by
LASERSIGHT necessary to maintain the Licensed Patents,  LASERSIGHT shall have an
option to pay such costs on its own behalf.  If LASERSIGHT  exercises its option
to make such payments on its own behalf,  TLC agrees to assign to LASERSIGHT all
of TLC's right, title and interest in the Licensed Patents.

      8.02. In the event any of the Licensed Patents is subject to a legal or an
administrative    proceeding   concerning   patent   validity,    patentability,
enforceability or a related issue, each party to this Agreement shall inform the
other party of such a proceeding and keep the other party regularly  apprised of
such  proceedings.  If feasible in connection  with any  proceeding,  each party
shall,  at its own  expense,  be  entitled  to submit its  comments on the other
party's submission;  provided,  however, that submission of such comments by the
party not directly involved in the proceeding shall not interfere with the party
directly participating in the proceedings.
<PAGE>

ARTICLE IX. PATENT ENFORCEMENT
            ------------------ 
      9.01.  Enforcement.  Upon  learning  of  the  infringement  of  any of the
Licensed Patents by third parties,  each party shall inform the other in writing
of that fact, and shall supply the other with any evidence available  pertaining
to the  infringement.  Pursuant to the rights  granted  under  Section  5.01(c),
LASERSIGHT  may, at its own  discretion  and at its own expense,  take  whatever
steps are necessary to stop the  infringement  of such Licensed Patent and, with
respect to such Licensed Patent which LASERSIGHT is enforcing,  LASERSIGHT shall
have the sole right to  recover  damages  and/or  settlement  proceeds  from the
resolution   of  such   an   infringement   claim;   provided,   however,   that
notwithstanding  anything to the contrary herein that in any enforcement  action
brought by LASERSIGHT  involving its rights under this Agreement,  TLC shall, in
its sole discretion, be entitled to enter such action as a third party solely in
order to defend any counterclaim, cross claim or other claim against TLC. If TLC
elects to enter such action,  TLC shall pay all of its legal costs and expenses,
including  attorneys' fees and costs and experts' fees.  Prior to the assignment
of the Licensed Patents to LASERSIGHT pursuant to Section 8.01,  LASERSIGHT will
not compromise or settle any claim, action or proceeding  involving the Licensed
Patents,  where such action would impact the validity or  enforceability  of the
Licensed  Patents,  without the  approval of TLC,  which  approval  shall not be
unreasonably  withheld.  This Section  9.01 shall  survive  expiration  or other
termination, for any reason, of this Agreement.

      9.02. TLC as Party.  In the event of the  initiation of legal  proceedings
under  either  Sections  5.01(c),  6.01(c)  and/or  Section  9.01,  TLC or TLC's
assignee of the  applicable  Licensed  Patent,  at  LASERSIGHT's  request and at
LASERSIGHT's expense, shall agree to become a named party in such litigation if,
in  LASERSIGHT's  sole  discretion  and  opinion,   TLC's  or  TLC's  assignee's
appearance in such action is necessary  and prudent to  adjudicate  the disputed
rights in such action. In the event TLC or TLC's assignee appears in such action
pursuant to this Section 9.02, LASERSIGHT shall indemnify TLC and TLC's assignee
for  its  participation  and  shall  reimburse  TLC or  TLC's  assignee  for all
reasonable  attorney fees paid by TLC or TLC's assignee provided  however,  that
LASERSIGHT shall be entitled, at its sole cost and expense to prosecute, contest
or defend the action on behalf of TLC or TLC's  permitted  assignee with counsel
of LASERSIGHT's choosing and TLC or TLC's permitted assignee shall not admit any
liability  with respect  thereto or settle,  compromise  or discharge the action
without  the prior  written  consent  of  LASERSIGHT  so long as  LASERSIGHT  is
prosecuting,  contesting  or defending the action in good faith and TLC or TLC's
permitted  assignee  shall  cooperate  with  LASERSIGHT  in the action and shall
accept any settlement thereof  recommended by LASERSIGHT so long as TLC is fully
indemnified by LASERSIGHT.
<PAGE>

 ARTICLE X. GOVERNING LAW; DISPUTE RESOLUTION
            ---------------------------------
 
      All parties to this Agreement,  including the undersigned  parties,  their
successors and permitted  assigns and all others who may hereafter  become bound
by this Agreement by assuming it or otherwise (all collectively,  the "Parties")
do hereby  reciprocally and irrevocably agree to the following  matters,  all of
which shall also apply fully to anyone else who has or asserts any rights  under
this  Agreement as third party  beneficiary  or otherwise  (all of whom are also
"Parties" as used herein):

            (a) Choice of Law. This Agreement shall in all respects be construed
and enforced in accordance with the law of the State of Delaware.

            (b) Claims as to Subject Matter to be Determined in Delaware Courts.
All judicial cases or proceedings involving Parties and involving subject matter
that  includes any claims,  demands or disputes  that now exist or may hereafter
arise (all collectively  called "Claims" herein) arising from or relating to any
aspect of, (1) the negotiation or execution of this Agreement,  (2) any question
as to the validity or effect of this  Agreement,  (3) anything done by anyone in
the performance of this Agreement,  (4) any alleged breach of this Agreement, or
(5) any alleged  modification,  extension or continuation of this Agreement (all
collectively  called the "Subject  Matter" herein),  shall,  whether or not such
proceedings  or cases also  involve  other  parties or  matters,  proceed and be
determined only in the state and/or federal courts located in New Castle County,
State of Delaware (all collectively, "Delaware Courts") and in the courts having
appellate jurisdiction over them, and not elsewhere.

            (c) Claims as to Subject  Matter to be Determined by Superior  Court
in Summary  Proceedings if they Qualify.  All Claims arising from or relating to
the Subject  Matter  (whether or not such Claims also involve  other  matters or
parties),  which by their nature and by the amount in  controversy  qualify as a
matter of right to be determined in the Superior  Court of the State of Delaware
in and for New Castle County (the  "Superior  Court") under its Rules  governing
Summary  Proceedings  for  Commercial  Disputes  (the  "Rules"  as  to  "Summary
Proceedings"), shall proceed and be determined in such Summary Proceedings only.
As to all such Claims which may be determined in such Summary  Proceedings  only
in  the  discretion  of the  Superior  Court,  if any  party  applies  for  such
discretionary  Summary Proceedings all Parties shall support, and no Party shall
oppose, such application.  In either case, all Parties hereby agree to submit to
the Superior Court's  jurisdiction for Summary  Proceedings,  and all Parties do
hereby submit to such  jurisdiction.  Any such Claims which cannot be determined
in such Summary  Proceedings as a matter of right, or as to which  discretionary
Summary  Proceedings  are  not  sought  or  are  denied,  shall  proceed  and be
determined in whichever Delaware Court has jurisdiction of such Claims.

            (d) No Proceedings Elsewhere.  No Party shall initiate or pursue any
case or  proceeding  of any kind against any other Party as to any Claim arising
from or relating to any aspect of the Subject Matter,  in any forum other than a
Delaware Court. No Party shall initiate or pursue any case or proceeding seeking
damages  against any Party in any forum other than the Superior Court, as to any
Claim  which,  by its nature and by the amount in  controversy,  qualifies to be
determined  as a matter of right by the Superior  Court in Summary  Proceedings,
nor as to any Claim for which discretionary Summary Proceedings are permitted by
the Superior Court's Rules,  where any Party has applied for such  discretionary
Summary  Proceedings  and the Superior  Court has granted  them,  or has not yet
refused to grant them.

            (e)  Waiver  of  Objections  to  Forum;  Waiver  of  Change of Forum
Remedies.  All Parties hereby  reciprocally and irrevocably waive in advance any
and all  objections  to the Delaware  Courts as forums based upon any of: venue,
the  doctrine of forum non  conveniens,  the  present or future  pendency of any
other case or proceeding  elsewhere,  any compulsory  counterclaim  rule, or any
other doctrine, statute, rule, practice or fact. No such case or proceeding that
is pending in a Delaware  Court shall be  dismissed,  stayed or delayed based on
any such objection to the forum,  nor transferred nor removed to any other forum
on any ground,  including  without  limitation  removal from any state  Delaware
Court to a federal court.  All Parties  reciprocally  and  irrevocably  waive in
advance  all  rights  they  might  otherwise  have to  cause  or seek  any  such
dismissal,  stay,  delay,  transfer or  removal,  and also waive all rights they
might otherwise have to assert in any forum that any Party's right to proceed in
any  Delaware  Court  under this  Agreement  is  subject to any such  objection,
dismissal, stay, delay, transfer or removal.
 
<PAGE>

          (f) Submission to In Personam Jurisdiction;  Service of Process. For
purposes of all actions or  proceedings  that  involve  Claims  arising  from or
relating to the Subject  Matter  (whether or not they also involve other matters
or parties), all Parties do hereby irrevocably submit themselves to the personal
jurisdiction of each and all of said Delaware Courts,  and do hereby irrevocably
agree for  purposes  of all such  actions or  proceedings  that  service of such
Delaware Courts' process upon them may be duly perfected by any of the following
three methods,  each of which,  in itself,  shall  constitute due and sufficient
service of such process:

              (1) Hand  delivery to a Party at its  address  stated in the first
paragraph of this Agreement.

              (2) Effective immediately Delaware Corporate Organizers, Inc., and
its successors (the "Registered  Agent") is hereby irrevocably  appointed as the
registered  agent of all  Parties  to  receive  service  of  process  under this
Agreement in Delaware.  LASERSIGHT shall promptly make appropriate  arrangements
with the Registered  Agent and shall pay its fees on a timely and regular basis,
so there  will be no break  in its  service  as such  Registered  Agent  for all
Parties. If due to non-payment or for any other reason the Registered Agent does
not serve as such,  or ceases to do so,  and no  successor  has been  appointed,
anyone desiring to serve process on a Party hereunder by serving such Registered
Agent may pay its fees,  and may take any other  reasonable  steps to obtain its
commencement or resumption of service as such Registered  Agent for the Parties,
whereupon  any  Party may then be  served  with  process  by  service  upon such
Registered  Agent, as fully as if such Registered  Agent had duly served as such
without interruption from the date of this Agreement.  Alternatively,  any Party
may  appoint  for all  Parties  a new  Registered  Agent in New  Castle  County,
Delaware,  and shall within three business days of such appointment give written
notice of such  appointment to all Parties at the addresses stated in subsection
(f)(1),  above.  Regardless  of any defect in such notice or any failure to give
it, service on such new Registered Agent shall be valid if the Party thus served
receives  actual  notice of such  service  within  three  business  days of such
service.

              (3) By any other lawful method.

ARTICLE XI.  ASSIGNMENT
             ---------- 
                  Neither this  Agreement  nor any interest  hereunder  shall be
assignable  by any party by  operation  of law or  otherwise  without  the prior
written  consent or agreement of the other party,  except  LASERSIGHT may assign
all of its interests  under this Agreement in connection with a sale or transfer
of all or  substantially  all of its business and assets to which this Agreement
relates.  This Agreement shall inure to the benefit of and shall be binding upon
the parties and their successors and permitted assigns,  and the name of a party
appearing herein shall be deemed to include the names of such party's successors
and  permitted  assigns to the extent  necessary to carry out the intent of this
Agreement.

 ARTICLE XII. INVENTION DOCUMENTATION
              -----------------------
 
      12.01.  Upon LASERSIGHT's  request at any time,  including but not limited
to, if it becomes a party to litigation in which the validity or  enforceability
of any of the Licensed  Patents is  challenged,  TLC shall provide to LASERSIGHT
all  files  and  records  related  to  the  applicable  Licensed  Patent  in its
possession,  custody or control and further agrees to fully exercise,  on behalf
of  LASERSIGHT,  (1) TLC's  rights to obtain all files and records in Jeffrey J.
Machat's  possession at such time  pertaining to the conception and reduction to
practice of the inventions claimed in the Licensed Patents, and (2) TLC's rights
to  obtain  access  to any  inventors  who are  employees  of TLC at such  time.
LASERSIGHT  shall  reimburse  TLC and  Jeffrey  J.  Machat  for  any  reasonable
out-of-pocket  expenses  associated  with the  actions  taken  pursuant  to this
section.

      12.02. TLC shall give LASERSIGHT  prompt written notice of its information
of any  intention  by  any  party  to  destroy  any  records  pertaining  to the
conception and reduction to practice of the  inventions  claimed in the Licensed
Patents,  and,  in the event TLC  chooses  not to  exercise  its  rights to take
possession  of such  records,  LASERSIGHT  shall  then  have  the  right to take
possession of such records.  In the event TLC does exercise its rights to obtain
such  records,  TLC  shall  provide  a copy of such  records  to  LASERSIGHT  at
LASERSIGHT's expense and subject to any applicable confidentiality restrictions.
<PAGE>

ARTICLE XIII. MISCELLANEOUS
              -------------

      13.01. TLC agrees that there shall be no public disclosures, including but
not  limited  to,  press  releases,  concerning  this  Agreement  or  activities
occurring  pursuant  to  this  Agreement  without   LASERSIGHT's  prior  written
approval.

      13.02. No variation or amendment of this Agreement shall bind either party
unless made in writing and agreed to in writing by duly  authorized  officers of
TLC and LASERSIGHT.

      13.03.  If any of the  provisions  of  this  Agreement  are  held  void or
unenforceable,  the remaining  provisions shall  nevertheless be effective,  the
intent being to effectuate this Agreement to the fullest extent possible.

      13.04.  If either party fails to fulfill its  obligations  (other than any
payment  obligation)  hereunder,  when such  failure is due to an act of God, or
other event such as fire,  flood,  civil  commotion,  riot,  war  (declared  and
undeclared),  revolution,  action by  government  including  delays in obtaining
governmental  approvals,  embargoes,  then said failure shall be excused for the
duration  of said  event.  This  provision  shall not apply where the failure to
fulfill an obligation  results solely from the action or inaction of a party. If
either party fails to fulfill a payment obligation hereunder,  the other party's
exclusive  remedy will be to seek monetary  damages directly caused by the delay
of payment.

      13.05. The headings in this Agreement are for convenience only and are not
intended to have any legal effect.

      13.06.  A failure by any party  hereto to  exercise  or enforce any rights
conferred  upon it by this  Agreement  shall not be deemed to be a waiver of any
such rights or operate so as to bar the exercise or  enforcement  thereof at any
subsequent time or times.

      13.07.  Nothing  in this  Agreement  is  intended  or shall be  deemed  to
constitute  a   partnership,   agency,   employer-employee   or  joint   venture
relationship  between the parties. All activities by the parties hereunder shall
be performed by them as independent contractors.  No party shall incur any debts
or make any commitments for or on behalf of the other party, unless specifically
authorized in writing by TLC or by an officer of LASERSIGHT.

      13.08. Unless otherwise terminated  hereunder,  the term of this Agreement
shall expire  simultaneously  with the last to expire of the  Licensed  Patents,
provided  however that LASERSIGHT  shall have the unilateral  right to terminate
this Agreement on thirty (30) days advance written notice.

      13.09. This Agreement constitutes the entire agreement between the parties
as to the subject matter hereof,  and all prior  negotiations,  representations,
agreements and  understandings  are merged into,  extinguished by and completely
expressed by this Agreement.

<PAGE>


                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the 20th day of August, 1998.

                                               LASERSIGHT TECHNOLOGIES, INC.
                                               a Delaware corporation

                                                /s/Michael R. Farris  
                                               ---------------------------------
                                               Michael R. Farris
                                               Chief Executive Officer



                                               TLC The Laser Center Patents Inc.


                                               By:/s/R.J. Kelly
                                                  ------------------------------
                                                  Name:  Ronald J. Kelly
                                                  Title: General Counsel